EXHIBIT 1.01
TERMS AGREEMENT
June 24, 2004
Citigroup Global Markets Holdings Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Treasurer
Dear Sirs:
We understand that Citigroup Global Markets Holdings Inc., a New York
corporation (the "Company"), proposes to issue and sell $50,000,000 aggregate
principal amount of its 10% Equity Linked Securities (ELKS(R)) (5,000,000 ELKS)
based upon the common stock of Yahoo! Inc. due June 30, 2005 (the "ELKS").
Subject to the terms and conditions set forth herein or incorporated by
reference herein, Citigroup Global Markets Inc. (the "Underwriter") offers to
purchase 5,000,000 ELKS in the principal amount of $50,000,000 at 97.5% of the
principal amount. The Closing Date shall be June 29, 2004 at 9:00 a.m. at the
offices of Cleary, Gottlieb, Xxxxx & Xxxxxxxx, Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000.
The ELKS shall have the following terms:
Title: 10% Equity Linked Securities (ELKS(R)) based upon
the common stock of Yahoo! Inc. due June 30, 2005
Maturity: June 30, 2005
Coupon: Each ELKS will pay a total coupon of $1.0028. in
cash in two separate semi-annual installments
payable in part on each of two separate Coupon
Payment Dates. The first coupon of $0.5028 will be
composed of $0.1129 of interest and a partial
payment of an option premium in the amount of
$0.3899. The second coupon of $0.5000 will be
composed of $0.1123 of interest and a partial
payment of an option premium in the amount of
$0.3877.
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Maturity Payment: Holders of the ELKS will be entitled to receive at
maturity the Maturity Payment (as defined in the
Prospectus Supplement dated June 24, 2004 relating
to the ELKS)
Coupon Payment Dates: December 30, 2004 and June 30, 2005
Regular Record Dates: December 23, 2004 and June 23, 2005
Initial Price To Public: 100% of the principal amount thereof, plus accrued
interest from June 29, 2004 to date of payment and
delivery
Redemption Provisions: The ELKS are not redeemable by the Company prior to
maturity.
Trustee: The Bank of New York
Indenture: Indenture, dated as of October 27, 1993, as amended
from time to time
All the provisions contained in the document entitled "Xxxxxxx Xxxxx
Barney Holdings Inc. - Debt Securities - Underwriting Agreement Basic
Provisions" and dated December 1, 1997 (the "Basic Provisions"), a copy of which
you have previously received, are, except as indicated below, herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Terms Agreement to the same extent as if the Basic Provisions had been set
forth in full herein. Terms defined in the Basic Provisions are used herein as
therein defined.
Basic Provisions varied with respect to this Terms Agreement:
(A) All references to "Xxxxxxx Xxxxx Xxxxxx Holdings Inc." in the Basic
Provisions shall refer to the Company.
(B) Notwithstanding the provisions set forth in Section 3 of the Basic
Provisions, the Company and the Underwriter hereby agree that the ELKS
will be in the form of Book-Entry Notes and shall be delivered on June 29,
2004 against payment of the purchase price to the Company by wire transfer
in immediately available funds to such accounts with such financial
institutions as the Company may direct.
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(C) Paragraph 4(j) of the Basic Provisions shall be amended and restated as
follows: "The Company will not, without the consent of Citigroup Global
Markets Inc., offer, sell, contract to offer or sell or otherwise dispose
of any securities, including any backup undertaking for such securities,
of the Company, in each case that are substantially similar to the ELKS or
any security convertible into or exchangeable for the ELKS or such
substantially similar securities, during the period beginning the date of
the Terms Agreement and ending the Closing Date."
(D) Paragraph 5(g) of the Basic Provisions shall be amended and restated as
follows: "You shall have received on the Closing Date a letter from KPMG
LLP covering the matters set forth in Exhibit II hereto, with respect to
the Registration Statement and the Prospectus at the time of the Terms
Agreement."
The Underwriter hereby agrees in connection with the underwriting of the
ELKS to comply with the requirements set forth in any applicable sections of
Section 2720 to the By-Laws of the National Association of Securities Dealers,
Inc.
Xxxxxx X. Xxxxxx, Esq., is counsel to the Company. Cleary, Gottlieb, Xxxxx
& Xxxxxxxx is counsel to the Underwriter. Cleary, Gottlieb, Xxxxx & Xxxxxxxx is
special tax counsel to the Company.
Please accept this offer no later than 9:00 p.m. on June 24, 2004, by
signing a copy of this Terms Agreement in the space set forth below and
returning the signed copy to us, or by sending us a written acceptance in the
following form:
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"We hereby accept your offer, set forth in the Terms Agreement, dated June
24, 2004, to purchase the ELKS on the terms set forth therein."
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Director
ACCEPTED:
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
By: /s/ Xxxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
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